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Washington Revised Code Title 24. Corporations and Associations (Nonprofit) § 24.03A.645. Amendment of articles by nonmembership corporation

Current as of April 06, 2022 | Updated by FindLaw Staff

(1) Except as provided in the articles, the board of a nonmembership corporation may adopt amendments to the corporation's articles by the vote of a majority of the directors in office.

(2) Except as provided in subsection (3) of this section, an amendment adopted by the board under this subsection must also be approved, if the amendment changes or deletes a provision regarding the appointment of a director by persons other than the board, by those persons as if they constituted a voting group.

(3) Unless the articles provide otherwise, the board of a nonmembership corporation may adopt amendments to the corporation's articles without approval of any of the other persons identified in subsection (2) of this section to:

(a) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(b) Delete the names and addresses of the initial directors;

(c) Notwithstanding RCW 24.03A.100(1), delete the name of each incorporator and the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; and

(d) Restate without change all of the then operative provisions of the articles.

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Cite this article: FindLaw.com - Washington Revised Code Title 24. Corporations and Associations (Nonprofit) § 24.03A.645. Amendment of articles by nonmembership corporation - last updated April 06, 2022 | https://codes.findlaw.com/wa/title-24-corporations-and-associations-nonprofit/wa-rev-code-24-03a-645/

Read this complete Washington Revised Code Title 24. Corporations and Associations (Nonprofit) § 24.03A.645. Amendment of articles by nonmembership corporation on Westlaw. Westlaw subscription required.

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